Showing material events only. Routine administrative filings — bylaw amendments, technical fund updates, procedural FD disclosures — are filtered out so the front page stays signal-dense.
8-K
Dilutive issuance
confidence 75%
filed 2026-05-22
The filing discloses multiple closings of convertible promissory notes and warrants under a Note Purchase Agreement with White Lion Capital. The third closing on May 18, 2026 involved issuance of a $555,556 convertible note and warrants to purchase 888,509 shares of common stock. Combined with prior closings totaling approximately $1.6M in convertible notes and 2.6M+ warrant shares, this represents a material dilutive issuance of equity securities. Item 2.03 addresses the creation of direct financial obligations (the convertible notes), while the warrant issuances constitute dilutive equity instruments.
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8-K
Dilutive issuance
confidence 92%
filed 2026-05-22
The filing discloses entry into an equity distribution agreement on May 22, 2026, authorizing the issuance and sale of up to $100 million in common units through Morgan Stanley as sales agent via at-the-market offerings. This is a classic dilutive equity issuance that would materially affect existing unitholders' ownership percentages and is a significant capital-raising event for the registrant.
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8-K
Dilutive issuance
confidence 95%
filed 2026-05-22
Item 3.02
Simultaneously with the IPO closing, Aperture AC completed a private placement of 311,000 units to the Sponsor and Underwriters at $10.00 per unit for $3.11 million, issued pursuant to Section 4(a)(2) exemption from registration.
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8-K
Dilutive issuance
confidence 92%
filed 2026-05-22
Item 8.01
LGL Group announced a rights offering to distribute transferable subscription rights to common stockholders, allowing them to purchase up to 6,540,435 shares of Common Stock at a fixed subscription price pursuant to a Form S-1 registration statement. This material dilutive equity issuance will increase share count and potentially dilute existing shareholders.
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8-K
Dilutive issuance
confidence 95%
filed 2026-05-22
Item 1.01
Classover Holdings entered into a ChEF Purchase Agreement with Chardan Capital Markets LLC providing the right to issue and sell up to $100 million in newly issued shares of Class B common stock at a 4.0% discount to volume-weighted average price, subject to Nasdaq Exchange Cap limitations (19.99% of outstanding shares) and beneficial ownership caps (4.99%-9.99%).
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8-K
Dilutive issuance
confidence 95%
filed 2026-05-22
Item 1.01
Akari Therapeutics entered into a securities purchase agreement on May 20, 2026 to sell 1,470,588 unregistered ADSs (or pre-funded warrants) plus multiple series of warrants in a private placement for approximately $5.5 million gross proceeds. This unregistered equity issuance under Section 4(a)(2) and Regulation D includes significant warrant coverage that will further dilute shareholders upon exercise.
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8-K
Dilutive issuance
confidence 75%
filed 2026-05-22
The filing discloses a settlement agreement under which FOXO Technologies issued 400 shares of Series D Preferred Stock (convertible into Class A Common Stock) plus $175,000 in cash payments to J.H. Darbie & Co., Inc. Item 3.02 explicitly addresses "Unregistered Sales of Equity Securities" and notes the issuance was made under Section 4(a)(2) and Regulation D. The convertible preferred stock and potential conversion of unpaid cash balances into common stock at 90% of VWAP represent dilutive equity issuances typical of settlement arrangements at smaller issuers.
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8-K
Dilutive issuance
confidence 85%
filed 2026-05-22
The filing discloses multiple material transactions on May 21, 2026: (1) issuance of convertible notes totaling $970,600 principal ($807,100 net proceeds) to CFI Capital and Monroe Street Capital with conversion rights at 80% of VWAP, reserving 2,206,434 shares; (2) a Services Agreement with Mammoth Crest Capital granting 4.5% equity stake plus $500,000 in cash fees; and (3) a Side Letter requiring shareholder approval for issuances exceeding the 19.99% Exchange Cap. These unregistered equity issuances under Section 4(a)(2) are highly dilutive and material to investors assessing ownership and capital structure.
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8-K
Dilutive issuance
confidence 92%
filed 2026-05-22
The filing discloses issuance of 535,000,000 shares of common stock to officers, directors, and consultants pursuant to the 2026 Equity Incentive Plan and an effective Form S-8 registration statement. This represents a massive dilutive equity issuance that would materially affect shareholder ownership and is a strong signal of capital structure change typical of small-cap companies raising resources or compensating insiders.
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8-K
Dilutive issuance
confidence 80%
filed 2026-05-22
Item 3.02
Ares Real Estate Income Trust amended its subscription agreement with Apogee SPV, an affiliate of the Company's advisor, whereby Apogee will purchase an additional $100 million in Class B Common Shares, bringing the total commitment to $300 million. This unregistered equity issuance represents a material capital transaction affecting the Company's capitalization and ownership structure.
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8-K
Dilutive issuance
confidence 92%
filed 2026-05-22
Item 1.01
BlackSky entered into a Sales Agreement with Deutsche Bank Securities and Craig-Hallum Capital Group to offer and sell up to $250 million of Class A common stock through an "at the market offering" under Rule 415(a)(4). This is a classic ATM offering—a dilutive equity issuance that allows the company to raise capital by selling shares at market prices over time. The magnitude ($250M) and structure (registered direct offering through sales agents) are material to investors assessing shareholder dilution and the company's capital-raising strategy.
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8-K
Dilutive issuance
confidence 95%
filed 2026-05-22
Item 3.02
Ares Sports, Media & Entertainment Opportunities LP completed an unregistered private placement of approximately $27.5 million in limited partnership units to accredited investors and qualified purchasers under Section 4(a)(2) and Regulation D, bringing cumulative issuances to approximately $769 million.
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8-K
Dilutive issuance
confidence 95%
filed 2026-05-22
Item 3.02
The filing discloses multiple unregistered equity issuances totaling approximately $3.8 million in Class E and Class I common shares issued on May 1 and May 20, 2026, pursuant to Section 4(a)(2) of the Securities Act. These include management fee payments to the Adviser (105,468 Class I shares), distribution reinvestment plan issuances to Brookfield affiliates (161,445 Class I shares and 91,337 Class E shares), and employee share sales (67,566 Class E shares). The cumulative dilutive effect and related-party nature of these transactions make this a material dilutive issuance event.
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8-K
Dilutive issuance
confidence 95%
filed 2026-05-21
Item 3.02
Nocopi Technologies issued unregistered equity securities comprising 500,000 consideration shares to the seller and 266,668 placement shares to accredited investors, totaling 766,668 shares, under Section 4(a)(2) exemption. The placement shares were issued at $1.50/share to fund the Polymeric U.S., Inc. acquisition.
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8-K
Dilutive issuance
confidence 95%
filed 2026-05-21
Item 1.01
Mayville Engineering entered into an underwriting agreement on May 19, 2026 to issue 4,348,000 shares of common stock at $20.00 per share, plus an additional 652,000 shares from a fully exercised option, generating approximately $93.9 million in net proceeds. The offering was announced via press release filed as a Regulation FD disclosure.
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8-K
Dilutive issuance
confidence 85%
filed 2026-05-21
Item 3.02
Rigetti Computing completed an unregistered private offering of equity securities in reliance on Section 4(a)(2) and/or Regulation D exemptions, resulting in dilution to existing shareholders.
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8-K
Dilutive issuance
confidence 95%
filed 2026-05-21
Item 3.02
KKR FS Income Trust Select issued 195,291.294 Class I shares for approximately $4.894 million in an unregistered private offering relying on Section 4(a)(2) of the Securities Act and Regulation D, diluting existing shareholders' ownership.
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8-K
Dilutive issuance
confidence 95%
filed 2026-05-21
Item 3.02
KKR FS Income Trust issued 206,091.447 Class I shares for approximately $6.024 million in an unregistered private offering under Section 4(a)(2) of the Securities Act and Regulation D, diluting existing shareholders' ownership.
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8-K
Dilutive issuance
confidence 92%
filed 2026-05-21
Item 8.01
VIAVI Solutions conducted a public offering of 11,111,111 shares of common stock at $45.00 per share, with underwriters exercising an additional 1,666,666 shares under the greenshoe option, generating approximately $557.2 million in net proceeds. This is a material registered equity issuance that dilutes existing shareholders and materially affects the company's capital structure and cash position.
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8-K
Dilutive issuance
confidence 92%
filed 2026-05-21
Item 8.01
CareTrust REIT completed a public offering of 12.5 million firm shares plus 1.875 million optional shares of common stock at $40.225 per share, totaling approximately 14.375 million shares. The filing discloses the underwriting agreement, exercise of the option, and forward sale agreements executed on May 20-21, 2026. This is a material dilutive equity issuance that would significantly affect shareholder ownership and the total mix of information available to investors.
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8-K
Dilutive issuance
confidence 92%
filed 2026-05-21
Item 3.02
RTB Digital issued approximately 13.1 million unregistered shares pursuant to Section 4 exemptions, comprising 7.7 million shares from convertible debt conversion, 2.1 million shares from warrant exercise, and 3.4 million shares from option exercise, materially diluting existing shareholders.
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8-K
Dilutive issuance
confidence 88%
filed 2026-05-21
Item 3.02
Seagate entered into exchange agreements to convert $185.908 million principal amount of exchangeable notes into cash and ordinary shares issued pursuant to Section 4(a)(2) exemption from registration. The transaction materially affects the company's capital structure and results in dilution to existing shareholders through the issuance of unregistered equity securities.
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8-K
Dilutive issuance
confidence 95%
filed 2026-05-21
Item 3.02
The Sponsor purchased 275,000 Class A ordinary shares at $10.00 per share for $2.75 million in proceeds pursuant to Section 4(a)(2) of the Securities Act, representing an unregistered private placement concurrent with the IPO.
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8-K
Dilutive issuance
confidence 85%
filed 2026-05-21
Item 1.01
Onto Innovation issued $1.7 billion in aggregate principal amount of 0.00% Convertible Senior Notes due 2031, convertible into common stock at an initial conversion price of approximately $381.80 per share, with net proceeds of approximately $205 million used to repurchase 805,325 shares. The convertible notes represent a significant dilutive capital raise with substantial equity component and conversion potential affecting shareholder equity.
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8-K
Dilutive issuance
confidence 94%
filed 2026-05-21
Item 3.02
Hims & Hers issued $402.5 million in convertible notes on May 21, 2026, to qualified institutional buyers under Rule 144A, with up to 18,057,397 shares of Class A common stock potentially issuable upon conversion at an initial conversion price of $29.53 per share. This private placement of convertible securities represents a material dilutive issuance that will result in equity dilution to existing shareholders upon conversion.
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8-K
Dilutive issuance
confidence 95%
filed 2026-05-21
Item 1.01
Relay Therapeutics entered into an Underwriting Agreement on May 20, 2026, for an underwritten public offering of 22,916,667 shares at $12.00 per share, with underwriters exercising a full 30-day option for an additional 3,437,500 shares, generating approximately $296.8 million in net proceeds. This is a material registered equity issuance that dilutes existing shareholders and materially affects the company's capital structure and investor assessment.
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8-K
Dilutive issuance
confidence 92%
filed 2026-05-21
Item 1.01
Veritone entered into an at-the-market (ATM) equity offering agreement with three sales agents authorizing the sale of up to $50 million in common stock shares. This is a registered dilutive issuance under Rule 415(a)(4) that would materially affect existing shareholders through potential equity dilution and is a significant capital-raising activity for the company.
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8-K
Dilutive issuance
confidence 95%
filed 2026-05-21
Item 3.02
The Sponsor purchased 300,000 Class A Ordinary Shares in a private placement at $10.00 per share for $3,000,000 in gross proceeds, subject to transfer restrictions and redemption waivers, demonstrating sponsor alignment in the newly public company.
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8-K
Dilutive issuance
confidence 75%
filed 2026-05-21
Item 1.01
Trinity Capital entered into an underwriting agreement on May 19, 2026, for the issuance and sale of $300 million in 7.000% Notes due 2031, which closed on May 21, 2026, with net proceeds of approximately $294.54 million. The proceeds are earmarked for repayment of existing secured indebtedness, representing a material refinancing activity.
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8-K
Dilutive issuance
confidence 92%
filed 2026-05-21
Item 3.02
The Company issued unregistered equity securities under Section 4(a)(2) of the Securities Act, including First Extension Note Securities comprising warrants and units convertible into up to 22,970 First Extension Units.
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8-K
Dilutive issuance
confidence 75%
filed 2026-05-21
GSR V Acquisition Corp. consummated its initial public offering on May 15, 2026, issuing 23,000,000 units at $10.00 per unit ($230 million in gross proceeds) plus 671,000 private placement units ($6.71 million), for a total of approximately $236.71 million raised. While this is technically an IPO rather than a private placement, the filing emphasizes the private placement units issued under Section 4(a)(2) of the Securities Act, which represents a dilutive equity issuance material to investors assessing the company's capitalization and ownership structure.
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8-K
Dilutive issuance
confidence 90%
filed 2026-05-21
Item 1.01
NKGen Biotech entered into a Second Amendment to a Secured Convertible Loan Agreement on May 15, 2026, issuing $412,500 in convertible debt (net $375,000), 12,147,280 consideration shares, and warrants exercisable at $0.08 per share. The company disclosed unregistered sales of equity securities including the convertible note and warrant under Section 4(a)(2) and Regulation D exemptions, resulting in substantial dilution to existing shareholders and requiring stockholder approval to increase authorized shares.
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8-K
Dilutive issuance
confidence 93%
filed 2026-05-21
Item 3.02
Charlie's Holdings entered into subscription agreements for the unregistered private placement sale of 6,350,000 shares of common stock at $0.20 per share under Section 4(a)(2), raising approximately $1.27 million in gross proceeds (including debt forgiveness). The issuance represents significant dilution to existing shareholders.
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8-K
Dilutive issuance
confidence 95%
filed 2026-05-21
Item 3.02
The Company exchanged 1,222 shares of Series B Preferred Stock (stated value $1,222,000) for 3,253,455 shares of common stock in an unregistered transaction under Section 3(a)(9) of the Securities Act. This is a material dilutive issuance of over 3.2 million common shares, which would significantly impact existing shareholders' ownership percentages and is precisely the type of equity capital raise that Item 3.02 is designed to capture.
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8-K
Dilutive issuance
confidence 92%
filed 2026-05-21
The filing discloses an amendment to an at-the-market (ATM) offering program increasing capacity to $3,660,000 of Class A Common Stock shares. This is a dilutive equity issuance mechanism that provides the company with ongoing access to capital markets. The company has already sold $4,367,863 of shares under the prior ATM prospectus supplement, demonstrating active use of this dilutive financing vehicle.
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8-K
Dilutive issuance
confidence 95%
filed 2026-05-21
Co-Diagnostics entered into a private placement on May 19, 2026, issuing 54,915 shares of common stock, 1,592,532 pre-funded warrants, and 3,294,894 common warrants for aggregate gross proceeds of $3.0 million. The filing explicitly discloses the Securities Purchase Agreement with institutional and accredited investors, detailed warrant terms, and registration rights obligations. This is a classic dilutive equity issuance (PIPE-like structure with warrants) that materially affects shareholder ownership and capital structure.
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8-K
Dilutive issuance
confidence 95%
filed 2026-05-21
Jupiter Neurosciences entered into a Securities Purchase Agreement on May 20, 2026, to issue 7,142,858 shares of common stock at $0.28 per share in a registered direct offering, raising approximately $2.0 million in gross proceeds. This is a registered equity issuance that will dilute existing shareholders and is material to investors assessing the company's capital structure and financing activities.
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8-K
Dilutive issuance
confidence 92%
filed 2026-05-21
Item 3.02
AIM ImmunoTech completed an unregistered private placement of Common Warrants and Placement Agent Warrants under Section 4(a)(2) and Rule 506, with pricing announced on May 20, 2026. The offering included a Securities Purchase Agreement and underlying shares, representing a dilutive equity issuance to accredited investors that materially affects shareholder ownership and capital structure.
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8-K
Dilutive issuance
confidence 95%
filed 2026-05-21
HCW Biologics disclosed entry into a Securities Purchase Agreement on May 21, 2026, for the unregistered sale of 2,846,975 units comprising common shares, pre-funded warrants, and common warrants, raising approximately $4.0 million in gross proceeds. The filing explicitly invokes Item 1.01 (Material Definitive Agreement) and Item 3.02 (Unregistered Sales of Equity Securities), with securities issued under Section 4(a)(2) and Regulation D Rule 506(b). This is a classic private placement (PIPE-like) dilutive issuance to accredited investors.
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8-K
Dilutive issuance
confidence 75%
filed 2026-05-21
SharonAI Holdings issued $350 million of 6.00% Convertible Senior Notes due 2031 to qualified institutional buyers on May 18, 2026. The Notes are convertible into up to 8.7 million shares of Common Stock (or 11.3 million if accrued interest is converted), representing a significant dilutive issuance. While this is technically a debt offering, the convertible feature and the substantial equity dilution potential (conversion price of $48.24 per share, approximately 20% premium to Nasdaq Minimum Price) make this a material capital-raising event with substantial dilution implications for existing shareholders.
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8-K
Dilutive issuance
confidence 95%
filed 2026-05-21
The filing discloses an underwritten public offering of 16,778,524 shares of common stock at $8.94 per share, with expected net proceeds of approximately $140.65 million. This is a material dilutive equity issuance that would significantly affect existing shareholders' ownership percentages and is disclosed under Item 8.01 (Other Events) with an underwriting agreement and prospectus supplement filed pursuant to Rule 424(b)(5).
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8-K
Dilutive issuance
confidence 82%
filed 2026-05-21
Item 1.01
QT Imaging Holdings entered into an underwriting agreement on May 15, 2026, for a registered public offering of 1,200,000 common shares at $5.00 per share and 800,000 pre-funded warrants at $4.9999 per warrant, raising approximately $9 million in net proceeds. The pre-funded warrant structure—exercisable at $0.0001 per share—creates substantial dilution typical of small-cap companies in financial stress.
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8-K
Dilutive issuance
confidence 85%
filed 2026-05-21
Item 3.02
Nocera entered into an unregistered sale of equity securities as part of a Strategic Advisory Agreement with Phoenix MGMT & Consulting LLC, involving an initial $150,000 retainer, $50,000 monthly fees, quarterly equity grants, and transaction-based fees of 5% of M&A value.
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8-K
Dilutive issuance
confidence 93%
filed 2026-05-21
Item 3.02
Chilean Cobalt Corp. completed an unregistered private placement sale of 1,562,500 shares of common stock at $1.60 per share for $2.5 million in aggregate proceeds to existing investors Glencore and Madesal under Section 4(a)(2) and Regulation D Rule 506, with proceeds designated for exploration and corporate purposes.
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8-K
Dilutive issuance
confidence 85%
filed 2026-05-21
Item 8.01
VisionWave issued 475,492 newly issued shares of common stock to T3 Defense Inc. in a private placement exempt from registration under Section 4(a)(2) of the Securities Act. The shares were issued as restricted securities with a customary restrictive legend and contractual transfer restrictions. This is a dilutive equity issuance that would materially affect existing shareholders' ownership percentages and is a key indicator of capital-raising activity at a small-cap issuer.
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8-K
Dilutive issuance
confidence 95%
filed 2026-05-21
Item 3.02
Monroe Capital Income Plus Corp conducted an unregistered private placement of 1,174,995 shares of common stock at $9.77 per share, raising approximately $11.48 million in aggregate proceeds pursuant to subscription agreements and exempt under Section 4(a)(2) and Regulation D/S.
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8-K
Dilutive issuance
confidence 95%
filed 2026-05-21
Item 3.02
Perella Weinberg Partners issued 1,908,084 shares of Class A common stock on May 18, 2026, in exchange for partnership units and Class B shares held by limited partners. The transaction was structured as an unregistered exchange under Section 4(a)(2) of the Securities Act, involving a material issuance of equity securities that dilutes existing shareholders. This is a classic dilutive issuance disclosure under Item 3.02.
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8-K
Dilutive issuance
confidence 95%
filed 2026-05-21
Item 3.02
Blackstone Private Credit Fund completed an unregistered private placement of 2,171,851 Class I common shares for $52.3 million, conducted pursuant to Section 4(a)(2) and Regulation S exemptions.
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8-K
Dilutive issuance
confidence 95%
filed 2026-05-21
Item 3.02
Barings Private Credit Corp completed an unregistered sale of 715,267.588 shares of common stock for approximately $14.3 million pursuant to subscription agreements with investors, exempt under Section 4(a)(2) and Regulation D/S.
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8-K
Dilutive issuance
confidence 75%
filed 2026-05-21
Item 8.01
D-Wave has signed a Letter of Intent to receive $100 million in CHIPS Act funding, contingent on issuing $100 million in common stock shares to the U.S. Department of Commerce. The filing explicitly identifies "the risk of dilution to existing stockholders from the Company's issuance of the Shares to the Department," confirming the dilutive nature of this equity issuance. While the transaction is subject to execution of definitive documents, the LOI represents a material commitment to issue equity for funding.
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